Guide to obtaining all licenses from the Central Bank of Nigeria to operate financial institutions
Get started
– Call-to-action to contact for a consultation
Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@mocaccountants.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
Introduction
The Central Bank of Nigeria serves as the mother of all banks from which other banks feeds from in terms of operations. Central Bank of Nigeria is the big tree on which other banks build their nestles.
Hitherto, CBN aims to be proactive in providing a stable framework for the economic development of Nigeria through the effective, efficient and transparent implementation of monetary and exchange rate policy and management of the financial sector.
The statutory mandates of the CBN are as follows:
To issue legal tender currency
To maintain external reserves
To safeguard the international value of the legal tender currency
To promote monetary stability and a sound financial system in Nigeria
To act as banker and financial adviser to the Federal Government.
The Monetary Policy in Nigeria is best understood from the stance of the mandate set for the Bank, which includes:
Maintenance of Nigeria’s external reserves to safeguard the international value of the legal currency.
Promotion and maintenance of monetary stability and a sound and efficient financial system in Nigeria.
Acting as banker and financial adviser to the Federal Government; and
Acting as lender of last resort to banks.
Consequently, the Bank is charged with the responsibility of administering the Banks and Other Financial Institutions (BOFI) Act (1991) as amended, with the sole aim of ensuring high standards of banking practice and financial stability through its surveillance activities, as well as the promotion of an efficient payment system.
In addition to its core functions, CBN has over the years performed some major developmental functions, focused on all the key sectors of the Nigerian economy (financial, agricultural and industrial sectors). Overall, these mandates are carried out by the Bank through its various departments.
The Step-By-Step Procedure of How to Apply for a Microfinance Bank License Online in Nigeria
The Central Bank of Nigeria (CBN) has launched a new online platform for submitting microfinance bank (MFB) license applications, known as the CBN Licensing, Approval, and Other Requests Portal. The new online platform replaces the previous laborious approach of physically submitting MFB license applications to the CBN. These are the steps to apply for an MFB license online.
Open a browser, input the URL https://larp.cbn.gov.ng/to access the application. On the navigation bar below, click on “Register”.
Select an “application type”, from the drop-down list above and then enter the proposed institution name (as reserved by CAC).
Enter the CAC Reservation Code.
Enter the Applicant details and submit the registration details. NOTE: If the proposed application name is already an existing financial institution, the system will not accept the name.
If the LGA of the proposed application is in a Tier 1 LGA location, you will be required to pay the minimum deposit based on the location of the proposed MFB.
If the LGA of the proposed MFB is not in a Tier 1 LGA location, you may select the Tier of the application you want to register the application.
The applicant’s email address must be verified. This will involve an OTP being sent to the applicant’s email address. After the verification, the user can continue with the registration process.
The applicant would be required to input the OTP that was sent to their email to complete verification to proceed.
The applicant would be required to check the “I agree with the terms of use” and click on register to complete the registration process.
Once the registration is completed, an email will be sent, and the applicant will be required to make payments for the Application Fee and the Minimum Capital Deposit at his preferred Bank within 72 hours.
Then see screenshot for the mail received upon registration:
Once the Bank has made your payment, they will give the applicant a printout. The applicant is expected to wait for 24 – 72 hours for the payment to be verified and approved by CBN. When the payment process has been completed, an email with the applicant username and default password will be used to log into the system.
Thereafter, the applicant will be prompted to change your password. Ensuring that the password consists of Uppercase, Lower Case, Number, Special Character, and it must be a minimum of 8 characters.
A Microfinance Bank in Nigeria is a specialized financial institution dedicated to providing affordable and accessible banking services to the unbanked and underserved portions of the population, particularly micro-entrepreneurs and small enterprises.
Microfinance Bank (MFB) is any company licensed by the Central Bank of Nigeria (CBN) to carry on the business of providing financial services such as savings and deposits, loans, domestic funds transfer and non-financial services to microfinance clients.
What are the specific objectives of the new microfinance policy?
The specific objectives of the microfinance policy are to:
Make financial services accessible to a large segment of the potentially productive Nigerian population which would otherwise have little or no access to financial services.
Provide synergy and mainstreaming of the informal sub-sector into the national financial system.
Enhance service delivery by microfinance institutions to micro, small and medium entrepreneurs (MSMEs).
Contribute to rural transformation by mobilizing savings.
Promote linkage programme between microfinance institutions (MFIs), Deposit Money Banks (DMBs), Development Finance Institutions (DFIs), specialized Funding institutions.
Create employment opportunities and increase the productivity and household income of the economically active poor in the country, thus enhancing their standard of living.
Promote a platform for microfinance service providers to network, exchange view and share experience.
Who can establish a Microfinance Bank?
Microfinance banks can be established by individuals, groups of individuals, community development associations, private companies or foreign investors.
What is the regulatory and operational framework for microfinance banks?
Microfinance banks are among the specialized banks and other financial institutions that are governed by the CBN’s supervisory guidelines outlined in sections 61 to 63 of the Banks and Other Financial Institutions Act, 2020 (BOFIA) (as amended) and section 33(1).
(b) CBN Act 7 of 2007. The following rules govern the operation of microfinance banks in Nigeria.
The Central Bank of Nigeria (CBN) Act, 2007;
Banking and Other Financial Institutions Act, 2020;
Central Bank of Nigeria Guidelines for the Regulation and Supervision of Microfinance Banks in Nigeria, January 2020.How many MFB license categories are available?
Promoters are offered four (4) categories based on geographic distribution:
Level 1 microfinance bank (with urban authorization): They are authorized to operate in banking and high-density regions, with a maximum of four (4) agencies from headquarters in five (5) United Local Government Areas recognized by the CBN.
The minimum share capital for this type of license is N200,000,000 (two hundred million naira).
Level 2 Microfinance Bank (with rural authorization): They are authorized to operate only in rural areas, without banks or sub-banks and can open one (1) branch abroad in the same government area local A tier 2 microfinance bank has a minimum share capital of N50,000,000 (fifty million naira).
State Microfinance Bank: This type of microfinance bank is licensed to operate in a single state or Federal Capital Territory. The opening of branches in the same State or FCT is permitted, subject to the prior written approval of the CBN for any new branch or treasury center. It cannot open more than two branches in the same local government area (LGA) unless it has established at least one branch or payment center in every LGA in the state. A newly licensed public microfinance bank cannot start its operations with more than ten (10) branches. Public microfinance banks must have a minimum capital of one billion naira (₦1 billion).
National Microfinance Bank: This Microfinance Bank is authorized to operate in multiple states, including the Federal Capital Territory. A newly licensed National Microfinance Bank is prohibited from commencing operations with more than ten (10) branches. National microfinance banks must have a capital barrier of five billion naira (₦5,000,000,000).
What are the permissible business activities of the Microfinance Bank?
A Microfinance bank is allowed to offer the following services to its clients:
Acceptance of various types of deposits including savings, time, target and demand deposits from individuals, groups and association;
Provision of credit to its customers;
Provision of housing micro loans;
Provision of ancillary services such as capacity building on record keeping and small business management and safe custody;
Issuance of debentures to interested parties to raise funds from members of the public with the prior approval of the CBN;
Collection of money or proceeds of banking instruments on behalf of its customers including clearing of cheques through correspondent banks;
Act as agent for the provision of mobile banking, microinsurance and any other services as may be determined by the CBN from time to time, within the geographic coverage of its license;
Appoint agents to provide financial services on its behalf in line with the CBN Agent Banking Guidelines, within the geographic coverage of its license;
Provision of payment services such as salary, gratuity, pension for employees of the various tiers of government;
Provision of loan disbursement services for the delivery of the credit programme of government, agencies, groups and individual for poverty alleviation on non-recourse basis;
Provision of banking services to its customers such as domestic remittance of funds;
Maintenance and operation of various types of account with other banks in Nigeria;
Investment of its surplus funds in suitable money market instruments approved by the CBN;
Operation of micro leasing facilities, microfinance related hire purchase and arrangement of consortium lending;
Participate in CBN Intervention Fund and funds other sources;
Provision of microfinance related guarantees for its customers;
Financing agricultural inputs, livestock, machinery and industrial raw materials to low- income persons;
Investment in cottage industries and income generating projects for low-income persons as may be prescribed by the CBN from time to time;
Provision of professional advice to low-income persons regarding investments in small businesses;
Issuance of domestic commercial paper subject to the approval of the CBN;
Provide financial and technical assistance and training to microenterprises; and
Any other permissible activity as may be approved by the CBN from time to time.
What are the unauthorized commercial activities of the Microfinance Bank?
Microfinance banks are prohibited from offering the following financial services:
Foreign currency transactions, with the exception of foreign currency loans;
International trade instruments;
International corporate finance;
International electronic funds transfer;
Cleaning center activities;
Collection of checks and other third-party instruments for clearing purposes through correspondent banks;
Trade in land for speculative purposes;
Commercial real estate, except for its use as offices;
Make any property available for speculative purposes;
Rent, lease and sale/purchase of assets of any nature with related parties and/or significant shareholders (five percent or more of the capital) of MFB, without the prior written approval of CBN;
Financing of any illegal activity; and Any activities other than those authorized as set out above or as prescribed by the Central Bank of Nigeria from time to time.
What are the procedures and conditions for obtaining a microfinance bank license?
The request for approval of the microfinance bank will be made in three (3) stages, as follows:
Presentation before approval
Approval in principle
Final license
- Pre-licensing presentation requirements Before submitting a formal license application, promoters and investors must provide the CBN with a pre-licensing presentation on the business case for the proposed microfinance bank.
- Approval in Principle Requirements
Before submitting an Application for Approval in Principle (“AIP”) to the CBN, promoters and investors must first reserve the name of their potential MFB with the Commission of the Company (“CAC”).
A formal request for approval in principle must be made to the Governor of the Central Bank of Nigeria.
The following documents must be submitted with the application: Proof of payment of the non-refundable application fee to the Central Bank of Nigeria;
Verification of the capital contribution made by each shareholder;
Certification of the minimum capital deposit in accordance with section 4.2.7 of this Guide, to be verified by the CBN;
Verification of the name reservation with the Corporate Affairs Commission (CAC);
Detailed business plan or feasibility report which shall, at a minimum, include:
Objectives of the Microfinance Bank;
Justification for the application;
Ownership structure in a tabular form indicating the name of proposed investor(s), profession/business and percentage shareholdings;
Sources of funding of the proposed equity contribution for each investor;
Where the source of funding the equity contribution is a loan, such shall be a long-term facility of at least 7-year tenor and shall not be taken from the Nigerian banking system;
Organizational structure, showing functional units, responsibilities, reporting relationships and grade of heads of departments/units;
Schedule of services to be rendered;
Five-year financial projection of the proposed bank indicating expected growth, profitability and the underlying assumptions; and
Details of information technology requirements and facilities.
For institutional investors, promoters shall forward the following additional documents:
Certificate of Incorporation and certified true copies of other incorporation documents.
Board resolution supporting the company’s decision to invest in the equity shares of the proposed bank;
Names and addresses (business and residential) of owners, directors and their related companies, if any
Audited financial statements & reports of the company and Tax Clearance Certificate for the immediate past 3 years.
Draft copy of the company’s Memorandum and Articles of Association (MEMART). At a minimum, the MEMART shall contain the following information:
Proposed name of the MFB
Objects clause
Subscribers to the MEMART
Procedure for amendment
Procedure for share transfer/disposal
Appointment of directors
A written and duly executed undertaking by the promoters that the bank will be adequately capitalized for the volume and character of its business at all times;
For regulated foreign institutional investors, an approval or a ‘no objection letter’ from the regulatory authority in the country of domicile;
Shareholders’ agreement providing terms for disposal/transfer of shares as well as authorization, amendments, waivers, and reimbursement of expenses;
Statement of intent to invest in the bank by each investor;
Technical Services Agreement, where applicable;
Detailed Manuals and Policies covering:
Credit Policy Manual;
Internal Audit Manual;
Asset/Liability Management Policy (ALM Policy);
Accounting policies and principles;
Roles and responsibilities of the senior management officials responsible for financial management;
Treasury operations, including funds management, vouchers, payroll and procurement;
Anti-Money Laundering and Combating Financing of Terrorism (AML/CFT) Policy;
Enterprise-Wide Risk Management Framework;
Whistle Blowing Policy;
Code of Ethics and Business Conduct;
Bank Verification Number (BVN) and Tax Clearance Certificate of each member of the Board and significant shareholders.
Duly signed resume and valid means of identification for proposed shareholders of proposed MFB;
Criteria for selecting board members;
Board composition, directors’ duly signed resumes and valid means of identification. The size and composition of the board shall comply with the provision of the CBN Code of Corporate Governance for MFBs;
Consolidated statement of account showing the capital contribution for all shareholders;
Completed Fitness and Propriety Questionnaire; and sworn declaration of net worth executed by the proposed shareholders, directors and management personnel;
Any other information that the CBN may require from time to time.
It is worthy of note that the minimum and maximum number of Directors on MFB boards are five (5) and seven (7) for Unit MFBs; five (5) and nine (9) for State MFBs; and seven (7) and twelve (12) for National MFBs.
Also, take note that at least two (2) members of the Board of Directors, other than the Executive Directors, must have banking or comparable financial industry experience.
Upon receipt of an application, the CBN must convey its decision to the applicant within 90 days. If the CBN is pleased with the application, it will give an Approval-in-Principle (AIP) to the applicant.
Registration with the National Association of Microfinance Banks (“NAMB”) is required after acquiring an AIP.
- Requirements for granting of final license
The CAC will finalize the incorporation of the MFB after the AIP is granted.
Then, promoters of a proposed microfinance bank shall file an application with the CBN for the issuance of a final licence, addressed to the Governor of the Central Bank of Nigeria, no later than six (6) months after receiving the AIP. The following documents must be included with the application.
Get started
– Call-to-action to contact for a consultation
Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@matog.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
Evidence of payment of non-refundable licensing fee to the Central Bank of Nigeria;
Certified true copy (CTC) of the Certificate of Incorporation of the bank;
CTC of MEMART;
CTC of Form CAC 1.1 (Application for Registration of Companies);
Evidence of the location of the Head Office (rented or owned) for the take-off of the business;
Schedule of changes, if any, in the Board, Management and Shareholding after the grant of AIP;
Evidence of ability to meet technical requirements and modern infrastructural facilities such as office equipment, computers, and telecommunications, to perform the bank’s operations and meet CBN and other regulatory requirements;
Copies of letters of offer and acceptance of employment in respect of the management team;
List of proposed top management staff and duly signed resume stating their qualification (including photocopies of academic and professional credentials), experience, records of accomplishments and valid means of identification;
Comprehensive plan on the commencement of the bank’s operations with milestones and timelines for roll-out of key payment channels; and
Board and staff training programme.
Before obtaining a final license, the Central Bank of Nigeria must conduct an inspection of the proposed bank’s facilities and premises, which include:
Checking the physical structure of the office building and infrastructure provided for the take-off of the MFB;
Sighting the original copies of the documents submitted in support of the application for license;
Meeting with the Board and Management team whose resumes had earlier been submitted to the CBN;
Verifying the capital contributions of the promoters; and
Verifying the integration of its infrastructure with the National Payments System.
If the CBN approves the Application for Final Licence, it may award Final Licence to the Microfinance Bank.
Also, shareholders must deposit the Minimum Share Capital with the CBN when submitting an application for AIP. This amount may or may not be invested by the CBN, but it is refundable (with or without interest) at the end of the process.
What are the estimated timelines for granting licence?
The estimated timeline for granting an AIP is 3 to 6 months after submitting an application.
Likewise, the projected timeline for granting a Final Licence is 3 to 6 months after submitting an Application for Final Licence.
The CBN reserves the right to oversee, regulate, or even revoke a registered MFB’s license in accordance with the authority granted to it by the Banks and Financial Institutions Act 2020, so anyone interested in establishing a microfinance bank in Nigeria should proceed with caution and demonstrate competence and professionalism.
Note: The content of this article is anticipated to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstance.
Step-by-step procedure to apply for an online microfinance banking license in Nigeria
Procedure and requirements for work permits and visas in Nigeria
Using drones for commercial purposes and the privacy rights of others
How to ensure recognition and foreign exchange application. judgments in Nigeria
Are unwritten employment contracts legally valid and enforceable in Nigeria?
Telecommunications Services in Nigeria: Legal Rights and Remedies Available to Customers (Subscribers)
Subrogation in Nigeria:
Are Contracts and Subrogation Agreements Enforceable?
Business tax overview in Nigeria
Requirements and procedures for obtaining an aviation license under Nigerian law through the participation of a foreign airline
How to establish a microfinance bank in Nigeria
Creating a microfinance bank in Nigeria involves a structured process that requires careful planning, compliance with regulatory requirements and strategic preparation. By following the steps outlined and engaging with the CBN throughout the process, you can successfully navigate the regulatory landscape and create a functional and comprehensive microfinance institution.
Pre-establishment phase
Feasibility study
Objective: Assess the viability of the microfinance bank.
Components:
Market Analysis: Study the target market, including potential customers and competitors.
Financial Projection: Develop initial financial forecasts and projections.
Operation plan: Describe the services to be provided and the operational structure.
Preliminary consultations with CBN
Objective: Get an overview of regulatory requirements and expectations.
Action: Schedule a meeting with CBN officials to discuss the process, requirements and any preliminary questions.
Constitution and Legal Framework
Company Registration
Requirements:
Incorporation: Register the company with the Corporate Affairs Commission (CAC) as a limited liability company.
Shareholders: make sure the company has an appropriate number of shareholders, as required by law.
Directors: Directors with relevant experience and qualifications are appointed.
Documentation: Certificate of incorporation, memorandum and articles of association.
Governance Structure
Requirements:
Board of Directors: Establish a board of qualified and experienced members.
Management Team: Appoint a competent management team with relevant banking and finance experience.
Documentation: Governance framework, including roles and responsibilities.
Capital Requirement
Minimum Capital Requirement
Types of Microfinance Banks:
Microfinance Bank Entity: Minimum capital of ₦20 million.
State Microfinance Bank: Minimum capital of ₦100 million.
National Microfinance Bank: Minimum capital of ₦5 billion.
Documentation: Evidence of capital adequacy through bank statements, investment certificates or other financial instruments.
Evidence of Capital Action: Provide evidence of availability of the necessary capital, demonstrating financial stability and capacity.
Business plan and operational framework
Components of the business plan: Operational strategy: Detailed plan for the operation of the bank, including the service offering, the target market and the competitive analysis.
Financial projection: Include balance sheets, income statements and cash flow projections for at least three years.
Marketing Strategy: Plan to attract and retain customers.
Objective: Demonstration of the bank’s strategic approach and financial stability.
Risk management framework
Components:
Credit risk management: Policies for credit risk assessment and management.
Operational risk management: Operational risk management procedures.
Compliance: Measures to ensure regulatory compliance.
Documentation: Risk management policies and procedures.
Application Process
Application Preparation
Requirements:
Application Form: Complete the application form provided by CBN.
Supporting documents: Include business plan, proof of capital, governance framework, risk management policies and other required documents.
Fees: Pay the non-refundable application fee as prescribed by CBN.
Submission Action: Submit the completed application form with all supporting documents and fees to the CBN.
CBN Review and Approval
Initial Review Process: CBN reviews the application to ensure that all required documents and information are complete.
Action: Respond to any questions or requests for additional information from CBN.
Detailed assessment Components:
Business viability: Assessment of the feasibility of the business plan.
Financial Strength: Review of financial projections and capital adequacy.
Compliance: Assessment of risk management frameworks and compliance with regulations.
Comments: CBN may request additional information or clarification.
Approval Decision: Once all the requirements are met, the CBN grants the license to the microfinance bank.
Notice: Official notice from CBN indicating approval and grant of license.
Post-licensing requirements
Operational readiness Action: Establish an operational infrastructure including branches, IT systems and personnel.
Training: ensure staff are trained in banking operations and compliance.
Ongoing Compliance Regulations: Comply with CBN regulations, including regular reporting and compliance checks.
Audits: Conduct regular internal and external audits to ensure compliance with regulations.
Key Considerations
Regulatory Compliance
Continuous Monitoring: Stay informed about changes in CBN regulations and ensure compliance.
Reporting: Submit periodic reports as requested by the CBN, including financial reports and operational reports.
Market Strategy
Competitive Positioning: Develop strategies to compete in the microfinance sector.
Customer Service: Implement strong customer service practices to build trust and retain customers.
Technological infrastructure Systems: Invest in secure and efficient banking systems and technologies.
Innovation: Consider integrating innovative solutions to improve service delivery and efficiency.
Legal and Financial Advice
Professional Advice
Legal Advice: Work with legal experts to ensure compliance with all regulatory and legal requirements.
Financial advisors: Work with financial advisors to validate business plans and ensure capital adequacy.
Documentation and Records
Record Keeping: Maintain a complete record of all documentation and correspondence related to the licensing process.
Regulatory updates: Stay informed of any changes in CBN regulations or requirements.
Get started
– Call-to-action to contact for a consultation
Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@matog.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
Steps To Obtain a Commercial Bank License in Nigeria
The commercial banking license is given out for banking activities that are authorized at the national, regional, or international levels. A national level banking license requires a minimum paid-up share capital of N25 billion, or any other amount the CBN may specify, while a regional banking license requires N10 billion, and an international commercial banking license requires N50 billion.
The bank operators must adhere to all prudential rules and regulations established by the CBN on the necessary level of capital adequacy, liquidity, and cash reserve in order to receive the commercial banking license.
Services A CBN Banking License Can Allow You to Offer
Offer credit and financial resources.
Deal in foreign exchange and offer foreign exchange services, which are subject to any other laws and CBN regulations, the bank’s foreign exchange authorized dealership license, and other requirements.
Receive deposits from natural (individuals) and legal (entities) persons and manage current savings accounts (companies).
Offer consumer banking services, such as mortgage products.
Perform settlement bank functions with CBN permission.
Offer treasury management services, which may include making money market, fixed income, and foreign exchange investments on clients’ behalf and are likewise subject to Central Bank approval.
Offer custodial assistance.
Offer financial advising services related to commercial banking activities that are exempt from SEC filing requirements.
Invest in non-convertible debt instruments and engage in derivative transactions only after receiving CBN authorization and as allowed by CBN instructions and circulars.
Offer non-investment banking services with the CBN’s consent.
Engage in fixed income trading, if properly licensed to function as a Primary Dealer Market Maker to trade in securities such as Federal Government bonds, treasury bills, treasury certificates, and such other certificates as may be prescribed by the CBN.
CBN Banking License Classification.
Regional Banking License
A commercial bank with regional banking permission is allowed to operate its banking business operations in the Federal Capital Territory and up to a maximum of twelve (12) states of the Federation that are located in no more than two (2) geographic zones of the Federation.
National Banking License
A commercial bank with national banking authorization is allowed to conduct banking operations in every State of the Federation, and a commercial bank with international banking authorization is allowed to conduct banking operations both inside and outside of the Federation in any country of its choosing.
International Banking License
A commercial bank with international banking authorization is permitted to conduct banking business operations both inside and outside of the States of the Federation, subject to the Central Bank’s approval of its choice-based offshore banking operation.
For instance, Access Bank, Guarantee Trust Bank, United Bank of Africa, First Bank of Nigeria, Zenith Bank, Union Bank of Nigeria, Fidelity Bank, and First City Monument Bank are a few examples of banks with an international license.
Citibank Nigeria Limited, Ecobank Nigeria Plc, Heritage Bank Limited, Keystone Bank Limited, Polaris Bank Plc, Stanbic IBTC Bank Plc, Standard Chartered Bank Limited, Sterling Bank Plc, Titan Trust Bank Ltd, Unity Bank Plc, and Wema Bank Plc are the only banks with national authorization, nevertheless. Globus Bank, SunTrust Bank, Providus Bank, and Parallex Bank Limited are regional license holders.
Steps To Obtain a Commercial Bank License
The 3 stages for obtaining a license for banking business are;
Grant of approval in principle
Grant of a final license
Pre-commencement of operation requirements
Grant of approval in principle
Submit a formal application for the grant of a license. Application is addressed to the Governor Central Bank of Nigeria. The application should be accompanied by the following documents;
A feasibility report of the proposed Bank;
A draft copy of the Memorandum and Articles of Association of the proposed Bank;
A list of the shareholders, directors, and principal officers of the proposed Bank and their
particulars;
The prescribed application fee; and
Such other information, documents and reports as the CBN may, from time to time specify.
After the applicant has provided all such information, documents and reports as CBN may require, the shareholders of the proposed bank shall deposit with the Bank a sum equal to the minimum paid-up capital. Upon the payment of the sum, the Governor may issue a license with or without conditions or refuse to issue a license.
Requirements for the Grant of Final License
Not later than 6 months after the grant of Approval in Principle, the promoters of the proposed bank must submit an application for the grant of a final license with the following documents:
Prescribed licensing fee
3 certified true copies of Certificate of Incorporation of the Bank, Memorandum and Articles of Association, Form CAC 2 (Allotment of shares) and Form CAC 7 (Particulars of Directors) of the Bank;
Evidence of the location of head office/branch building for the take-off of banking business;
Evidence of strong room, loading bay and banking hall facilities;
Bullion lorries with necessary security gadgets;
Evidence of installation of I.T. facilities/computerization;
Copies of letters of offer and acceptance of employment in respect of the management team
Pre-commencement of operations requirements
Where the proposed bank has been granted a final license for banking business, it will submit the following documents prior to commencement of business informing CBN of its readiness to commence operation;
Evidence of admission into the clearing house;
Copy of Shareholders register;
Copy of share certificate issued to each investor;
A draft copy of the opening statement of affairs signed by the directors and auditors;
Evidence of insurance coverage and the insurance policies;
Evidence of readiness of cheques and other security documents;
Minutes of Pre-Commencement Board Meeting;
Evidence of adequate security arrangements.
In accordance with the Banks and other Financial Institutions Act, banks must have a current license from the CBN in order to legally operate in Nigeria. All corporate governance standards that may be mandated by the CBN and other pertinent regulatory bodies in Nigeria must be complied with by the banks or licensees.
How to Establish a Commercial Bank in Nigeria
Obtaining a commercial bank license from CBN involves a rigorous process with detailed requirements and steps. Ensuring thorough preparation, compliance, and engagement with CBN throughout the process is essential for a successful application. The bank must be well-prepared to meet both initial and ongoing regulatory requirements to operate effectively in Nigeria’s financial sector.
Business Plan
Components:
Operational Strategy: Detailed plan on how the bank will operate, including service offerings, target market, and competitive positioning.
Financial Projections: Five-year financial projections including income statements, balance sheets, and cash flow statements.
Marketing Strategy: Plans for market entry and customer acquisition.
Purpose: Demonstrates the bank’s readiness to operate and its strategies for achieving profitability and sustainability.
Risk Management Framework
Components:
Credit Risk Management: Policies for assessing and managing credit risks.
Operational Risk Management: Procedures for managing operational risks and ensuring business continuity.
Market Risk Management: Strategies for managing exposure to market fluctuations.
Documentation: Risk management policies, internal controls, and compliance measures.
Fit and Proper Test
Requirements:
Directors and Key Personnel: Must meet CBN’s standards for integrity, competence, and experience.
Background Checks: Comprehensive background checks on directors and senior management.
Documentation: Personal details, qualifications, and experience of key personnel.
Application Submission
Compile Application Documents
Documents to Submit:
Completed application form.
Proof of capital.
Business plan.
Risk management framework.
Corporate documents (e.g., certificates of incorporation, governing structures).
General information for directors and key personnel.
Application Fee Payment: Pay the non-refundable application fee as prescribed by CBN.
Receipt: Make sure the payment receipt is included in the delivery.
CBN Review and Assessment
Initial Review
CBN conducts an initial review to ensure that all required documents and information are complete.
Action: Respond to any questions or requests for additional information from CBN.
Detailed assessment
Components:
Operational Viability: Assessment of the feasibility of the business plan and its strategic alignment.
Financial strength: Review of financial projections and capital adequacy.
Compliance: Assessment of compliance with regulatory requirements and risk management practices.
Comments: CBN may provide comments or request further clarification.
Grant of license Approval Decision: If the application meets all the requirements, the CBN will grant the banking license.
Notice: Official notice from CBN indicating approval and grant of license.
Post-licensing requirements
Operational preparation: Prepare for operational launch, including setting up branches, IT systems and staff training.
Continuous Compliance: Comply with CBN regulations, including regular reports, audits and compliance checks.
Key Considerations
Regulatory Compliance
Ongoing Compliance: Ensure ongoing compliance with CBN regulations and guidelines, including periodic reporting and regulatory updates.
Audits and inspections: Regular internal and external audits to ensure compliance and operational integrity.
Market entry and strategy
Competitive analysis: assess the competitive landscape and refine market penetration and growth strategies.
Customer Service: Develop robust customer service structures to attract and retain customers.
Technology Infrastructure Systems: Implement secure and efficient banking systems for operations, including core banking software, cyber security measures and digital platforms.
Innovation: Keep up to date with technological advances and consider the integration of innovative solutions to improve service delivery.
Legal and financial advice
Professional advice
Legal advice: Engage legal experts to ensure compliance with all legal and regulatory requirements.
Financial Advisors: Work with financial advisors to validate business plans, capital adequacy and financial projections.
Documentation and Records
Recordkeeping: Keep detailed records of all documents and correspondence related to the licensing process.
Updates: Keep abreast of any changes in regulatory requirements or CBN guidelines.
How to get a National Bank License
It is essentially a type of commercial bank with national operations, so the process and requirements are similar to commercial banks, but with additional considerations for providing national services.
Preliminary phase
Feasibility study
Objective: Evaluation of the sustainability and strategic positioning of Banca Popular.
Components:
Market Research: Analyze the national banking market, including competition, potential customers, and economic trends.
Financial Projections: Create detailed financial forecasts including profitability, liquidity and capital adequacy.
Operational strategy: Describe the bank’s business model, service offering and geographic reach.
Preliminary consultations with the CBN
Objective: To obtain clarifications on the regulatory requirements and the process of obtaining a National Bank license.
Action: Meet with CBN officials to discuss expectations, required documentation and any preliminary concerns.
Constitution and Legal Framework
Company Registration
Requirements:
Incorporation: Register the entity with the Corporate Affairs Commission (CAC) as a limited company (PLC).
Shareholder Structure: Ensuring a sufficient number of shareholders, as required by law.
Board of Directors: Appoint a Board of Directors with a balance of executive and non-executive directors, ensuring relevant experience and expertise.
Documentation: Certificate of incorporation, memorandum and articles of association.
Governance Structure
Requirements:
Board Composition: Establish a Board of Directors with diverse experience in finance, banking and business management.
Management team: appoint a management team with solid banking and financial experience.
Documentation: Governance Framework detailing roles, responsibilities and oversight mechanisms.
Capital Requirements
Minimum Capital Requirements
Current Requirements: According to CBN guidelines, domestic banks must have a minimum paid-up capital of ₦5 billion.
Proof of capital: Provide evidence of capital availability through bank statements, investment certificates or other financial instruments.
Capital Adequacy
Action: Ensure that capital is not only available, but also appropriately structured to support the bank’s operations and growth strategies.
Business plan and operational framework
Components of the business plan:
Strategic vision: Describes the mission, vision and strategic objectives of the bank.
Service Offerings: Detailed description of banking services, including retail, corporate and investment banking.
Financial projections: Provide detailed forecasts of income, balance sheets and cash flows for a minimum period of five years.
Market Strategy: Market entry plan, competitive positioning and customer acquisition strategies.
Objective: demonstration of the bank’s strategic approach and financial feasibility.
Risk management framework
Components:
Credit risk management: policy for credit risk assessment and management.
Operational risk management: procedures for the management of operational risks and to ensure business continuity.
Market Risk Management: Strategies to manage exposure to market fluctuations.
Documentation: detailed risk management policies, internal controls and compliance measures.
Application Process
Application Preparation
Requirements:
Application Form: Complete the application form provided by CBN.
Supporting documents: includes business plan, capital test, governance framework and risk management policies.
Fees: Pay the non-refundable application fee as specified by CBN.
Application Submission
Action: Submit the completed application form and supporting documents to the CBN, including the application fee.
CBN Review and Evaluation
Initial Review
Process: CBN reviews the application to ensure that all required documents and information are complete.
Action: Respond immediately to any questions or requests for additional information from CBN.
Detailed evaluation
Components:
Operational Viability: Assess the feasibility of the business plan and operational strategies.
Financial strength: reviews financial projections, capital adequacy and funding sources.
Compliance: assess compliance with regulatory requirements, including risk management frameworks.
Comments: CBN may provide comments or request additional clarifications or changes.
Approval Decision: The CBN grants the license to the National Bank after all regulatory requirements are met.
Notice: Official notice from the CBN indicating the approval and issuance of the license.
Post-licensing requirements
Operational preparation
Action: Prepare to start operations, including setting up branches, IT systems and personnel.
Infrastructure: Ensuring the establishment of banking infrastructure, including branches, ATMs and online banking platforms.
Continuous Compliance
Regulations: Comply with CBN regulations, including regular reports, audits and compliance checks.
Internal Controls: Implement robust internal controls and conduct regular reviews to ensure compliance and operational efficiency.
Key Considerations
Regulatory Compliance.
Continuous Monitoring: Stay updated with changes in CBN regulations and ensure ongoing compliance.
Reporting Obligations: Submit periodic reports to CBN, including financial statements and operational updates.
Market Strategy
Competitive Positioning: Develop strategies to compete effectively in the national banking sector.
Customer Experience: Focus on delivering exceptional customer service and building strong client relationships.
Technological Infrastructure
Systems and Technology: Invest in advanced banking systems, cybersecurity measures, and digital platforms.
Innovation: Explore and implement innovative banking technologies to enhance service delivery and operational efficiency.
Legal and Financial Advisory
Professional Advice
Legal Counsel: Engage with legal experts to ensure full compliance with all legal and regulatory requirements.
Financial Advisors: Work with financial consultants to validate business plans, assess capital adequacy, and manage financial risks.
Documentation and Records
Record-Keeping: Maintain comprehensive records of all documentation and correspondence related to the licensing process.
Regulatory Updates: Regularly review and update practices based on changes in regulations and guidelines from CBN.
Establishing a National Bank in Nigeria involves a meticulous process that requires substantial planning, compliance with regulatory requirements, and strategic preparation. By following the outlined steps and engaging with CBN throughout the process, you can successfully navigate the regulatory landscape and establish a robust and compliant National Bank.
Get started
– Call-to-action to contact for a consultation
Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@matog.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
Steps To Obtain a Finance House License and Set up.
Top of Form
A Finance Company, unless otherwise stated, means a company licensed to carry on Finance Company business. Finance Company Business means the business of providing financial services to individual consumers, and to industrial, commercial, or agricultural enterprises.
[i] Operators of a Finance Company shall be permitted to perform, amongst others, the following activities:
Consumer Loans
Fund Management
Asset Finance
Project Finance
Local and International Trade Finance
Debt Securitization
Debt Factoring
Financial Consultancy
Loan Syndication
Warehouse Receipt Finance
Covered Bond
Notwithstanding the above-mentioned, finance companies are not permitted to carry out the under-listed activities:
Deposit Taking;
Non-financial activities such as trading, construction, and project management;
Other financial services such as stock broking, issuing house business, registrars services, e.t.c;
Foreign Exchange transactions except through their correspondent banks/ authorized dealers
It is important to state here that every company desiring to be licensed as a Finance Company shall be on a “stand alone” basis and thus be strictly limited to solely engaging in Finance Company business as defined above.
PROCEDURE FOR ACQUIRING A FINANCE HOUSE LICENSE IN NIGERIA
Any company seeking a license for a Finance Company business in Nigeria shall apply in writing to the Governor of the Central Bank of Nigeria. Such application shall be accompanied by the following:
A non-refundable application fee of N100,000 (One hundred thousand naira only) in bank draft, payable to the Central Bank of Nigeria.
Deposit of the minimum capital of N100 million (One hundred million naira only) in bank draft made payable to the Central Bank of Nigeria. The capital, thus deposited together with the accrued interest, will be released to the promoters on the grant of the final license.
Satisfactory, verifiable, and acceptable evidence of payment by the proposed shareholders of the minimum capital of N100 million.
Detailed business plan or feasibility study, including:
the objectives and aims of the proposed Finance Company.
The need for the services of the Finance Company.
The special services that the Finance Company intends to provide.
A five-year financial projection for the operation of the Finance Company, indicating its expected growth and profitability.
The branch expansion program [if any] within the first five (5) years.
The proposed training program for staff and management succession.
Details of the assumptions upon which the financial projection has been made.
The organizational structure of the Finance Company, setting out in detail, the functions and responsibilities of the top management team.
The conclusions are based on the assumptions made in the feasibility report.
A copy of the draft Memorandum and Articles of Association. The objectives of the Company, as disclosed in its Memorandum and Articles of Association, should agree with the services listed under the scope of permissible operations for Finance Companies.
A letter of intent to subscribe to the Finance Company, signed by each subscriber.
A copy of the list of proposed shareholders in tabular form, showing their business and residential addresses and the names and addresses of their bankers.
Names and curriculum vitae (CV) of each of the proposed members of the Board of directors, including other directorships held. The CVs must be personally signed and dated. The promoters would also be required to submit the names and curriculum vitae of the proposed management team.
Thereafter, the Governor of the CBN may grant a License to the Finance Company.
Where a license is granted subject to additional conditions, the Finance Company shall comply with those conditions to the satisfaction of the CBN within such period as the CBN may deem appropriate in the circumstances.
No proposed Finance Company shall incorporate/register its name with the Corporate Affairs Commission until a written approval (approval in principle) has been communicated to the promoters by the CBN, a copy of which shall be presented to the Corporate Affairs Commission.
Licenses shall be renewed within the first quarter of each year at a non-refundable fee to be stipulated by the Bank from time to time, subject to the operations of the Finance Company being satisfactory to the Bank.
Other financial requirements
Non-refundable Licensing fee – N250,000
Non-refundable Annual Licensing Renewal fee – N20,000 (Payable within the first quarter of each calendar year)
Change of Name fee – N20,000
Conditions Precedent to the Commencement of Operations
The promoters of a Finance Company shall submit the following documents to the Central Bank of Nigeria before such Finance Company is permitted to commence operations:
A copy of the shareholders’ registers in which the equity interest of each shareholder is properly reflected.
A copy of the share certificate was issued to each shareholder.
A certified true copy of Form C02 [Return of Allotments] filed with the Corporate Affairs Commission.
A certified true copy of Form C07 [Particulars of Directors] and written confirmation that the Board of Directors approved by the Central Bank of Nigeria has been installed.
A certified true copy of the Memorandum and Articles of Association filed with the Corporate Affairs Commission.
The opening statement of affairs was audited by an approved firm of accountants practicing in Nigeria.
A certified true copy of the certificate of incorporation of the company.
A copy of each of the letters of offer and acceptance of employment by management staff and a written confirmation that the Management team approved by the Central Bank of Nigeria has been put in place.
A letter of undertaking to comply with all the rules and regulations guiding the operations of Finance Companies.
Evidence of registration with the Finance Company’s association umbrella body. The Finance Company shall inform the Central Bank of Nigeria of the location and address of its Head Office.
The Finance Company shall be informed in writing by the Central Bank of Nigeria that it may commence business after a physical inspection of its premises.
The Finance Company shall inform the Central Bank of Nigeria in writing of the date of commencement of business.
Get started
– Call-to-action to contact for a consultation
Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@matog.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
How to obtain a fintech company license (PSSP, PTSP, PSB, Switching)
To obtain a license for a fintech company (such as a payment service provider (PSSP), a payment terminal service provider (PTSP), a Payment Services Bank (PSB) or Switching Company) with the Central Bank of Nigeria (CBN) involves a detailed process. Here is a summary of each type of license:
- Payment Service Provider License (PSSP)Purpose: Allows entities to provide payment services, including payment processing and other similar services.
Requirements:
Incorporation: The entity must be incorporated under Nigerian law.
Minimum capital requirement: ₦500 million (for PSSP).
Business plan: A detailed plan that includes service offerings, market strategy, financial projections and risk management.
Regulatory compliance: As with CBN regulations on payment systems.
Eligibility and Competency Criteria: Directors and key personnel must meet the Eligibility and Competency Standards of the CBN.
Process:
Pre-application consultation: Contact CBN for advice on requirements and procedures.
Application submission: Submit the completed application form with the required documents, including proof of capital, business plan and proof of compliance.
Review and Evaluation: CBN reviews applications, background checks and evaluates the business plan.
Approval in Principle: If the application meets the CBN criteria, provisional approval will be granted.
Final Approval: Upon completion of any additional requirements or conditions, the CBN shall issue the final license.
Payment Terminal Service Provider (PTSP) License
Purpose: Allows entities to provide and manage payment terminals for transaction processing.
Requirements:
Incorporation: The entity must be incorporated in Nigeria.
Minimum capital requirement: N100 million (for PTSP).
Business plan: Must include details on terminal management, service delivery and financial projections.
Regulatory compliance: Compliance with CBN guidelines and regulations for payment terminals.
Eligibility and competency criteria: Directors and key personnel must meet CBN standards.
Process:
Pre-Application Consultation: Discuss requirements and expectations with CBN.
Application submission: Provide the required documentation and application forms.
Review and evaluation: CBN evaluates the application, including business plans and regulatory compliance.
Approval in Principle: Conditional approval to proceed with other requests.
Final license issuance: The final license is issued after all conditions have been met.
Payment Services Banking License (PSB)Purpose: Allows entities to provide limited banking services, focusing on financial inclusion.
Requirements:
Incorporation: Must be a company incorporated in Nigeria.
Minimum capital requirement: ₦5 billion for PSBs.
Business Plan: Comprehensive plan detailing services, market strategy, financial projections and operational structure.
Regulatory compliance: Compliance with CBN regulations for PSBs.
Eligibility and Eligibility Criteria: Key personnel must meet the CBN Eligibility and Eligibility Criteria.
Process:
Pre-Application Consultation: Initial discussions with CBN to understand requirements.
Application Submission: Complete and submit the application with the required documents.
Review and Evaluation: CBN reviews the application, evaluates the business plan and checks the background.
Approval in Principle: Conditional approval has been given to proceed to the next steps.
Final License Issuance: Final approval is issued after all conditions have been met.
Company Exchange License
Purpose: Allows entities to operate exchange and settlement systems for financial transactions.
Requirements:
Incorporation: The entity must be incorporated in Nigeria.
Minimum capital requirement: N2 billion (for exchange companies).
Business plan: A detailed plan that includes infrastructure change, service models, and financial projections.
Regulatory compliance: compliance with CBN pass and settlement regulations.
Eligibility and Competency Criteria: Directors and key personnel must meet the eligibility and competency standards of the CBN.
Process:
Pre-application consultation: Dialogue with CBN to clarify requirements.
Application submission: Submit the application form with all required documents.
Review and Evaluation: CBN reviews and evaluates the application, business plan and compliance.
Approval in Principle: Conditional approval has been granted subject to review.
Final Approval: The final license is issued after all conditions are met.
General steps for all licenses:
Consultation with CBN: The initial engagement is essential to understand the specific requirements and receive advice on the application process.
Prepare documentation: Gather necessary documentation, including proof of incorporation, business plans, financial statements and evidence of regulatory compliance.
Submit the application: Complete and submit the application forms with all the required documents.
Review and Evaluation: CBN will review your request, which may include additional discussions or requests for additional information.
Approval in Principle: If the application is initially approved, you will receive provisional approval to meet any additional conditions.
Final Approval: Once all requirements are met, the final license will be issued.
Important Considerations:
Regulation Changes: Keep informed about CBN regulations as requirements may change.
Professional assistance: Consider consulting legal or financial experts specializing in fintech regulations to ensure compliance and a smooth application process.
Continuous Compliance: After obtaining your license, ensure you are in continuous compliance with CBN regulations and guidelines.
This process can be complex and time-consuming, so careful preparation and an understanding of CBN’s expectations is essential.
Conclusion
Obtaining a license from the Central Bank of Nigeria (CBN) to operate a financial institution, be it a commercial bank, a microfinance bank or another financial entity, involves a structured and detailed process. This article provides you with a first-class guide to the various licenses and the general process for obtaining them.
Get started
– Call-to-action to contact for a consultation
Tel: (+234) 802 320 0801, (+234) 807 576 5799)
E-Mail: info@mocaccountants.com
Office Address: 5, Ishola Bello Close, Off Iyalla Street, Alausa, Ikeja, Lagos, Nigeria.
Contact form for enquiry
There are no comments